S&C Advises BBVA in Sale of U.S. Subsidiary to PNC for $11.6 billion

December 2, 2020

Spain's Banco Bilbao Vizcaya Argentaria has agreed to sell its U.S. subsidiary, BBVA USA, to PNC for $11.6 billion. The all-cash deal is the second-largest U.S. banking acquisition since the 2008 financial crisis. S&C also advised SunTrust on the largest deal since the crisis, in its $66 billion merger with BB&T. The combined banks will hold more than $550 billion in assets, creating the fifth-largest U.S. retail bank. The deal is expected to close in mid-2021.
 
BBVA will retain its broker dealer, BBVA Securities, and its branch in New York, where it will continue to provide corporate banking services to institutional clients. The transaction also excludes BBVA's representative office in San Francisco and Propel Venture Partners, a FinTech investment fund.
 
BBVA USA is headquartered in Houston and operates 637 branches in Texas, Alabama, Arizona, California, Florida, Colorado and New Mexico. PNC, based in Pittsburgh, has 2,400 branches in 19 states and Washington, D.C. The new company will serve customers in 29 of the 30 largest markets in the United States.
 
The S&C team representing BBVA included Rodge Cohen, Mitch Eitel, William Torchiana and Sergio Galvis. David Spitzer advised on tax-related matters. Marc Treviño and special counsel Rebecca Coccaro advised on executive compensation matters. Nader Mousavi advised on intellectual property matters. Frederick Wertheim and special counsel Tracey Russell advised on broker-dealer and investment matters. Special counsel Matthew Brennan advised on environmental matters. Robert Schlein advised on real estate matters. Special counsel Roderick Gilman Jr. advised on insurance matters. Benjamin Weiner advised on bank regulatory matters. Special counsel Eric Queen advised on antitrust matters.